GTECH S.p.A. (“GTECH”) announced the results of the pre-emptive offer to GTECH shareholders of 19,796,852 shares for which cash exit rights were exercised in connection with the pending cross-border merger of GTECH with and into Georgia Worldwide PLC (the “Merger”).
At the conclusion of the offer period, ended on January 9, 2015, GTECH shareholders had elected to purchase – both through the exercise of pre-emptive rights and of the right of first refusal provided by Article 2437-quater, para. 3, of the Italian Civil Code – a total of 62,607 shares for which cash exit rights were exercised, at the offer price of Euro 19.174 per share (equal to the liquidation amount as determined by Italian law).
Purchased shares will be transferred to the purchasers, against payment of the liquidation amount, at the date that will be communicated by GTECH through a notice published on the website www.gtech.com and in the newspaper “Il Sole 24Ore”, provided that the settlement of the shares will take place subject to the completion of the Merger. Accordingly, upon completion of the Merger, purchasers of shares will receive, in lieu of additional GTECH shares, ordinary shares of Georgia Worldwide PLC on the basis of the exchange ratio applicable in the Merger — one ordinary share of Georgia Worldwide PLC for each GTECH share purchased.
Shares for which cash exit rights were exercised and not purchased through the pre-emptive offer might be offered by GTECH, at its sole discretion, on the Mercato Telematico Azionario organized and managed by Borsa Italiana S.p.A. for at least one trading day prior to the completion of the Merger. In the event that, even after any such offer, any shares remain unsold, such shares will be purchased by GTECH.